(File Nos. 811-8529; 333-41461)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
THE MEMORIAL FUNDS
(Name of Registrant as Specified in its Charter)
BOARD OF TRUSTEES OF REGISTRANT
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction
applies:
_____________________________________________________
2) Aggregate number of securities to which transaction
applies:
_____________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
_____________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________
5) Total fee paid:
_____________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________
3) Filing Party:
________________________________________________
4) Date Filed:
________________________________________________
<PAGE>
THE MEMORIAL FUNDS
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101
December 8, 1998
Dear Shareholder:
The Board of Trustees of The Memorial Funds (the "Trust") has called a
Special Meeting of shareholders of Growth Equity Fund (the "Fund") to consider
one proposal: to approve a new investment sub-advisory agreement between the
Trust, Forum Investment Advisors, LLC and Davis Hamilton Jackson & Associates,
L.P. The meeting is scheduled to be held on December 21, 1998.
The proposal is being presented to you because Davis Hamilton Jackson &
Associates, Inc., your Fund's investment sub-adviser, has entered into an
agreement with Affiliated Managers Group, Inc. ("AMG") and certain wholly-owned
subsidiaries of AMG to form a limited partnership called Davis Hamilton Jackson
& Associates, L.P. The Investment Company Act of 1940 requires a vote when there
is a change of ownership of a mutual fund's investment adviser of the type being
proposed. As a result, this requires the approval of a new investment
sub-advisory agreement by the shareholders of the Fund. The new agreement will
have the same terms as the current investment sub-advisory agreement. The rate
at which the advisory fees are determined will remain the same as well. Your
investment in the Fund will not change in any way. Upon completion of this
transaction, the same staff who currently manages the Fund will continue to
manage the Fund. You will still own the same shares in the same Fund and you
will continue to be able to buy and sell shares in the same manner as before.
After careful consideration, the Board of Trustees unanimously approved
this proposal and recommends that you vote "FOR" it.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IN
ORDER TO AVOID THE ADDED COST OF FOLLOW-UP SOLICITATIONS AND POSSIBLE
ADJOURNMENTS, PLEASE READ THE PROXY STATEMENT AND CAST YOUR VOTE. IT IS
IMPORTANT THAT YOUR VOTE BE RECEIVED NO LATER THAN DECEMBER 18, 1998. IF YOU
HAVE ANY QUESTIONS ABOUT THE PROXY STATEMENT, PLEASE DO NOT HESITATE TO CALL US
AT (888) 263-5593.
We appreciate your participation and prompt response in this matter and
thank you for your continued support.
Sincerely,
Christopher W. Hamm
President and Chairman
of the Board of the Trustees
<PAGE>
THE MEMORIAL FUNDS
Growth Equity Fund
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101
-------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 21 1998
-------------------------
To the Shareholders of Growth Equity Fund:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Growth Equity Fund (the "Fund"), a series of The Memorial Funds
(the "Trust"), will be held at the offices of Forum Administrative Services,
LLC, Two Portland Square, Portland, Maine on Monday, December 21, 1998 at 10:00
a.m. (Eastern Standard Time). The purpose of the Meeting is:
1. To approve or disapprove a new Investment Sub-Advisory Agreement
between the Trust, Forum Investment Advisors, LLC and Davis Hamilton
Jackson & Associates, L.P., a newly-formed Delaware Limited Partnership;
2. To transact such other business as may properly come before the
Meeting.
The Trust's Board of Trustees has fixed the close of business on
November 18, 1998 as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting or any adjournment thereof.
Your attention is called to the accompanying proxy statement.
By order of the Board of Trustees,
D. Blaine Riggle
Secretary
Portland, Maine
December 8, 1998
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. IN
ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT, AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
<PAGE>
THE MEMORIAL FUNDS
Growth Equity Fund
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Trustees of The Memorial
Funds (the "Trust"), a Delaware business trust, on behalf of Growth Equity Fund
(the "Fund"). The Trust is a registered open-end investment company whose
executive offices are located at Two Portland Square, Portland, Maine 04101.
Proxies will be voted at the Special Meeting of Shareholders (the "Meeting") of
the Fund to be held at the offices of the Trust's administrator, Forum
Administrative Services, LLC ("Forum"), Two Portland Square, Portland, Maine
04101 on Monday, December 21, 1998, at 10:00 a.m. (Eastern Standard Time), and
any adjournment thereof for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders. This Proxy Statement and the enclosed notice of
meeting and proxy card are first being mailed to shareholders on or about
December 7, 1998.
The Trust's Semi-Annual Report to shareholders for the period ended
June 30, 1998, which includes financial statements for the Fund, has previously
been mailed to shareholders receiving this Proxy Statement. Shareholders may
request a copy of the Semi-Annual Report without charge by calling the Fund's
distributor, Forum Financial Services, Inc., Two Portland Square, Portland,
Maine 04101, at 1-888-263-5593.
The solicitation of proxies will be primarily by mail but may also
include telephone or oral communications by the officers of the Trust or by
regular employees of Davis Hamilton Jackson & Associates, Inc. (the "Current
Sub-Adviser"), Forum or their affiliates. Current Sub-Adviser will bear all of
the costs of the Meeting and the preparation, printing and mailing of proxies.
Forum will mail proxy materials and tabulate voting results.
PURPOSE OF MEETING
The Meeting is being called to approve or disapprove a new Investment
Sub-Advisory Agreement between the Trust, Forum Investment Advisors, LLC and
Davis Hamilton Jackson & Associates, L.P., a Delaware Limited Partnership
organized on October 21, 1998 (the "New Sub-Adviser").
DESCRIPTION OF VOTING
Approval of the proposal requires the affirmative vote of "a majority
of the outstanding voting securities" of the Fund as that term is defined under
the Investment Company Act of 1940 (the "1940 Act"). Under the 1940 Act, this
means the affirmative vote of the lesser of (a) 67% or more of the shares of the
Fund present at the Meeting or represented by proxy if the holders of more than
50% of the outstanding shares are present or represented by proxy at the Meeting
or (b) more than 50% of the outstanding shares of the Fund.
Shareholders of record at the close of business on November 18, 1998,
(the "Record Date"), will be entitled to notice of, and to vote at, the Meeting,
including any adjournment thereof. As of the Record Date there were
2,987,273.282 shares outstanding of the Fund (29,195.555 of the Trust share
class and 2,958,077.727 of the Institutional Shares Class). The Fund's Trust
shares and Institutional shares have identical voting rights. As of the Record
Date, Trustee Jay Brammer owned 6,432.818 Trust Shares, or 22.03% of the Trust
class and .21%of the Fund. As of the Record Date, all other Trustees and
Officers of the Trust, as a group, owned beneficially less than 1% of the
outstanding shares of either share class of the Fund. As of the Record Date, the
following shareholders beneficially owned more than 5% of the outstanding shares
of each class of the Fund:
<PAGE>
5% SHAREHOLDERS
GROWTH EQUITY FUND - TRUST SHARES
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------- ---------------------- -------------------- ---------------------
NAME/ADDRESS SHARES PERCENTAGE OF PERCENTAGE OF
SHARES SHARES OF THE FUND
OF CLASS
- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Timothy Brammer Trustee 8,453.952 28.96% .28%
FBO First Irrevocable Qualified Subchapter S
Trust of Jay A. Brammer
9000 Keystone Crossing
Suite 1000
Indianapolis, IN 46240
- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Jay Brammer 6,432.818 22.03% .21%
10948 Lake Front Drive
Indianapolis, IN 46236
- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Timothy F. Brammer Trustee 4,226.973 14.48% .14%
FBO First Irrevocable Qualified Subchapter S
Trust of Jay A. Brammer for Rachel Brammer
9000 Keystone Crossing
Suite 1000
Indianapolis, IN 46240
- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Jay A. Brammer as Cust. 3,360.604 11.51% .11%
FBO Megan Brammer UGMA/IN
10948 Lake Front Drive
Indianapolis, IN 46236
- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Jay A. Brammer as Cust. 3,360.604 11.51% .11%
FBO Michelle Brammer UGMA/IN
10948 Lake Front Drive
Indianapolis, IN 46236
- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Jay Brammer as Cust. 3,360.604 11.51% .08%
FBO Abigail Brammer UGMA/IN
10948 Lake Front Drive
Indianapolis, IN 46236
- ----------------------------------------------- ---------------------- -------------------- ---------------------
</TABLE>
<PAGE>
5% SHAREHOLDERS
GROWTH EQUITY FUND - INSTITUTIONAL SHARES
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------ ---------------------- -------------------- ---------------------
NAME/ADDRESS SHARES PERCENTAGE OF PERCENTAGE OF
SHARES SHARES OF THE FUND
OF CLASS
- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Strafe & Co. 675,984.696 22.85% 22.63%
FBO SCI Related Accounts - CM
P.O. Box 160
Westerville, OH 43086-0160
- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
First Union National Bank TTEE 597,678.874 20.20% 20.01%
FBO SCI Preneed Funeral Trusts
1525 West Wt Harris Blvd.
CMG NC 1151
Charlotte, NC 28288
- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Var & Co. 326,505.404 11.04% 10.93%
c/o Colorado National Bank, N.A.
FBO Pre-Need
P.O. Box 64010
St. Paul, MN 55164-0010
- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Var & Co. 302,620.281 10.23% 10.13%
c/o Colorado National Bank, N.A.
FBO Cemetery Merchandise
P.O. Box 64010
St. Paul, MN 55164-0010
- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Southwest Guaranty Trust Company 201,986.755 6.83% 6.76%
Fiduciary-SCI-Merchandise
10411 Westheimer
Suite 200
Houston, TX 77042
- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Miter & Co. 177,584.875 6.00% 5.94%
FBO Chicago Trust Co./SCI CM
c/o Marshall & Ilsley Trust
P.O. Box 2977
Milwaukee, WI 53202
- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Southwest Guaranty Trust Company 163,008.515 5.51% 5.46%
Fiduciary-SCI-Funeral Service
10411 Westheimer
Suite 200
Houston, TX 77042
- ------------------------------------------------ ---------------------- -------------------- ---------------------
</TABLE>
<PAGE>
Each shareholder will be entitled to one vote for each whole share and
a fractional vote for each fractional share held. Shares may be voted in person
or by proxy. Shareholders holding one-third of the outstanding shares of the
Fund at the close of business on the Record Date present in person or by proxy
will constitute a quorum for the transaction of business regarding the Fund at
the Meeting. All properly executed proxies received in time to be voted at the
Meeting will be counted at the Meeting, and any adjournment thereof, in
accordance with the instructions marked thereon or otherwise provided therein.
For purposes of determining the presence of a quorum and counting votes
on the matters presented, shares represented by abstentions and "broker
non-votes" will be counted as present, but not as votes cast at the Meeting.
Broker non-votes are shares held in street name for which the broker indicates
that instructions have not been received from the beneficial owners and other
persons entitled to vote and for which the broker lacks discretionary voting
authority. Under the 1940 Act, the affirmative vote necessary to approve a
matter under consideration may be determined with reference to a percentage of
votes present at the Meeting. For this reason, abstentions and non-votes have
the effect of votes AGAINST the proposal. In completing proxies, therefore,
shareholders should be aware that checking the box labeled ABSTAIN will result
in the shares covered by the proxy being treated as if they were voted AGAINST
the proposal.
IF YOU DO NOT SPECIFY A CHOICE ON THE PROXY, PROPERLY EXECUTED PROXIES
THAT ARE RETURNED IN TIME TO BE VOTED AT THE MEETING WILL BE VOTED FOR THE
APPROVAL OF THE PROPOSAL DESCRIBED IN THIS PROXY STATEMENT. If a quorum is not
present at the Meeting, or if a quorum is present at the Meeting, but sufficient
votes to approve the proposal are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies with respect to the proposal. In determining whether to adjourn the
Meeting, the following factors may be considered: the nature of the proposal,
the percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of shares
represented in person or by proxy at the Meeting. In that case, the persons
named as proxies will vote all proxies that they are entitled to vote FOR such
an adjournment; provided, however, any proxies required to be voted against the
proposal will be voted AGAINST such adjournment. A shareholder vote may be taken
on the proposal prior to adjournment if sufficient votes have been received and
it is otherwise appropriate.
Any shareholder may revoke his or her proxy at any time prior to
exercise thereof by giving written notice of revocation or by executing and
delivering a later dated proxy to Forum Shareholder Services, LLC, the Trust's
transfer agent, at Two Portland Square, Portland, Maine, 04101, or by personally
casting a vote at the Meeting.
PROPOSAL
APPROVAL OR DISAPPROVAL OF
A NEW INVESTMENT SUB-ADVISORY AGREEMENT
Shareholders of the Fund are being asked to approve a new investment
sub-advisory agreement (the "New Agreement") between the Trust, Forum Investment
Advisors, LLC and New Sub-Adviser so that the New Sub-Adviser may serve as the
Fund's investment sub-adviser. Current Sub-Adviser, which is located at 909
Fannin Street, Suite 550, Houston, Texas 77010, serves as investment sub-adviser
to the Fund pursuant to an Investment Sub-Advisory Agreement dated March 13,
1998, between the Trust, Forum Investment Advisors, LLC and Current Sub-Adviser
(the "Current Agreement"). The Current Agreement was approved by the Trust's
Board of Trustees, including a majority of the Trustees who were not parties to
the Current Agreement or interested persons of such parties, at a meeting held
on March 9, 1998 and by the unanimous written consent dated March 10, 1998 of
the initial shareholder of the Fund in lieu of a shareholders' meeting.
On October 21, 1998, Current Sub-Adviser and the individuals owning all
of the equity interests in Current Sub-Adviser and Patrick Clegg, an employee of
Current Sub-Adviser, entered into various agreements with Affiliated Managers
Group, Inc. ("AMG") and two of its wholly owned subsidiaries, AMG/SouthwestGP
Holdings, Inc. and AMG/TBC Holdings, Inc. AMG is a publicly held corporation
with its common stock listed on the New
<PAGE>
York Stock Exchange. Upon the completion of this transaction, AMG/SouthwestGP
Holdings, Inc. will be the sole general partner of New Sub-Adviser, AMG/TBC
Holdings, Inc. will become a special limited partner of New Sub-Adviser and
Robert C. Davis, Jack R. Hamilton, Alfred Jackson, James P. Webb, Catherine S.
Woodruff, Jeffrey L. Sarff and Patrick Clegg will become New Sub-Adviser's
regular limited partners. Under the organizational documents of New Sub-Adviser,
the Executive Committee, initially consisting of Robert C. Davis and Jack R.
Hamilton, will be responsible for all portfolio and investment activities of New
Sub-Adviser.
The Board of Trustees recommends that shareholders of the Fund approve
the New Agreement. The New Agreement will replace the Current Agreement pursuant
to which Current Sub-Adviser provides investment advisory services for the Fund.
Your approval is being sought because the transactions contemplated by these
agreements may constitute an "assignment" (as defined in the 1940 Act) of the
Current Agreement, resulting in the automatic termination of the Current
Agreement.
The transactions are expected to be completed on or about December 31,
1998. If the Fund's shareholders approve the New Agreement, the New Agreement
will become effective on that date (or such later date as the transactions are
completed), and New Sub-Adviser will become the investment sub-adviser to the
Fund.
CURRENT SUB-ADVISER AND NEW SUB-ADVISER HAVE ADVISED THE FUND THAT THEY
ANTICIPATE NO CHANGE IN THE INVESTMENT MANAGEMENT AND OTHER PERSONNEL IN
CONNECTION WITH THE TRANSACTION, AND THAT THE SAME PERSONS RESPONSIBLE FOR
MANAGEMENT OF THE FUND UNDER THE CURRENT AGREEMENT WILL CONTINUE TO BE SO
RESPONSIBLE UNDER THE NEW AGREEMENT. NEITHER CURRENT SUB-ADVISER NOR NEW
SUB-ADVISER ANTICIPATE THAT THE TRANSACTION WILL CAUSE ANY REDUCTION IN THE
QUALITY OF SERVICES NOW PROVIDED TO THE FUND, OR HAVE ANY ADVERSE EFFECT ON NEW
SUB-ADVISER'S ABILITY TO FULFILL ITS OBLIGATIONS TO THE FUND.
SUMMARY OF TRANSACTION LEADING TO THE NEW AGREEMENT
Robert C. Davis, Jack R. Hamilton, Alfred Jackson, James P. Webb, Catherine
S. Woodruff and Jeffrey L. Sarff (each a "Stockholder" and collectively, the
"Stockholders") together own all of the outstanding interests in Current
Sub-Adviser. Current Sub-Adviser is a registered investment adviser under the
Investment Advisers Act of 1940. On October 21, 1998, the Stockholders, Current
Sub-Adviser, New Sub-Adviser, AMG/SouthwestGP Holdings, Inc. and AMG/TBC
Holdings, Inc., Affiliated Managers Group, Inc. and Patrick Clegg entered into
various agreements pursuant to which Current Sub-Adviser will transfer all of
its assets and liabilities to New Sub-Adviser in exchange for an interest in New
Sub-Adviser. At the time of closing, Current Sub-Adviser will transfer its
interest in New Sub-Adviser to AMG/SouthwestGP Holdings, Inc. and AMG/TBC
Holdings, Inc. in exchange for installment notes in the aggregate amount of $22
million and contingent deferred notes in the aggregate amount of $2 million. The
aggregate amounts of the notes are subject to adjustment. Subsequent to the
closing, Current Sub-Adviser will be liquidated and dissolved and the
installment and contingent deferred notes will be distributed to the
Stockholders. At the conclusion of this transaction, AMG/SouthwestGP Holdings,
Inc. will be the sole general partner of New Sub-Adviser and shall be entitled
to a 1% interest in the profits of New Sub-Adviser. AMG/TBC Holdings, Inc. will
become a special limited partner and shall be entitled to a 64% interest in the
profits of New Subadviser. Robert C. Davis, Jack R. Hamilton, Alfred Jackson,
James P. Webb, Catherine S. Woodruff, Jeffrey L. Sarff and Patrick Clegg will
become New Sub-Adviser's regular limited partners and shall be entitled to an
aggregate 35% interest in the profits of New Sub-Adviser.
This transaction, which is expected to be consummated on or about December
31, 1998, is subject to various conditions, among which are (i) the consent of
advisory clients of Current Sub-Adviser and (ii) completion of necessary filings
and receipt of government approvals. Following the transactions, Current
Sub-Adviser will be liquidated and if the Fund shareholders approve the New
Agreement, New Sub-Adviser will become the investment sub-adviser to the Fund.
The transactions described above may be deemed to constitute an
assignment (as that term is defined in the 1940 Act) of the investment
sub-advisory agreement currently in effect between the Trust, Forum Investment
Advisors, LLC and Current Sub-Adviser. The Current Agreement provides for its
automatic termination in the
<PAGE>
event of an assignment. Therefore, a new investment sub-advisory agreement
between the Trust, Forum Investment Advisors, LLC and New Sub-Adviser is being
proposed for approval by shareholders of the Fund. The form of the New Agreement
is attached as Exhibit A. The New Agreement is identical in all material
respects to the Current Agreement except for the substitution of New Sub-Adviser
for Current Sub-Adviser as a party to the agreement and the dates of
effectiveness and expiration.
The New Agreement was approved by the Trust's Board of Trustees,
including a majority of the Trustees who were not interested persons of the
parties to the New Agreement, at a meeting held on November 17, 1998.
If the New Agreement is approved by the Fund's shareholders, it will
remain in effect, unless earlier terminated, for an initial term expiring two
years from the date of effectiveness and will continue in effect thereafter for
successive twelve-month periods, provided that each such continuance is
specifically approved at least annually (i) by the Trust's Board of Trustees or
by the vote of a majority of the outstanding voting securities of the Fund, and,
in either case (ii) by a majority of the Trustees who are not parties to the New
Agreement or interested persons of any such party (other than as Trustees of the
Trust).
DISCUSSION OF THE NEW AGREEMENT AND THE CURRENT AGREEMENT
Under the terms of the New and Current Agreements (collectively, the
"Agreements"), the investment sub-adviser manages the investment and
reinvestment of the assets of the Fund. Under the Agreements, the investment
sub-adviser is responsible for placing orders for the purchase and sale of the
Fund's investments directly with brokers and dealers selected by it in its
discretion. Commissions paid to brokers or dealers are determined by research
and trading services provided along with the best execution available for the
client. Commissions are also used to pay for third-party research services
through "soft dollar" arrangements. Such services may include research on proxy
issues, economic and business cycle research and industry/company specific
reports. The investment sub-adviser furnishes at its own expense all services,
facilities and personnel necessary in connection with managing the Fund's
investments and effecting portfolio transactions for the Fund. The investment
sub-adviser also furnishes to the Board of Trustees, which has overall
responsibility for the business and affairs of the Trust, periodic reports on
the investment performance of the Fund.
Each Agreement also provides that, with respect to the Fund, the
investment sub-adviser shall not be liable for any mistake of judgment or in any
event whatsoever, except for lack of good faith, provided that the Agreements do
not protect the investment sub-adviser against any liability to the investment
adviser or the Trust to which the investment sub-adviser would otherwise be
subject due to willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under the Agreement.
The Agreements are terminable without penalty by the Board of Trustees,
by a vote of a majority of the voting securities of the Fund (as defined by the
1940 Act) or Forum Investment Advisors, LLC on 60 days' written notice to the
investment sub-adviser, or by the investment sub-adviser on 60 days' written
notice to the Trust, and will automatically terminate in the event of its
assignment.
The terms of the Agreements obligate Current Sub-Adviser and New
Sub-Adviser to manage the Fund in accordance with applicable laws and
regulations. The provision of investment advisory services by Current
Sub-Adviser or New Sub-Adviser to the Fund is not exclusive under the terms of
the Agreements. Current Sub-Adviser and New Sub-Adviser are free to and do
render investment advisory services to others. See "Information About New
Sub-Adviser" below.
SUB-ADVISORY FEES
Under the Current Agreement, Current Sub-Adviser receives from the Fund
an advisory fee at an annual rate of 0.30% of the Fund's average daily net
assets. For the quarterly period ended September 30, 1998, the Fund paid Current
Sub-Adviser $7,724.32 in advisory fees under the Current Agreement. The fee
payable under the New Agreement following approval by shareholders will be the
same as the fee under the Current Agreement.
<PAGE>
INFORMATION ABOUT NEW SUB-ADVISER
New Sub-Adviser is a limited partnership organized under the laws of
the State of Delaware on October 21, 1998. It will operate as a successor
registered investment adviser under the Investment Advisers Act of 1940 under
the current registration of Current Sub-Adviser from the date on which the
transactions between Current Sub-Adviser and New Sub-Adviser are completed until
a date no more than 30 days thereafter. Although, as a new entity, New
Sub-Adviser has no previous experience managing an investment company, the
portfolio managers and other personnel of New Sub-Adviser have significant
experience in portfolio management of the Fund and of private investment
accounts through their positions at Current Sub-Adviser, which has managed
investments in large and mid capitalization companies for over 10 years. Messrs.
Jack R. Hamilton, Robert C. Davis and Jeffrey Sarff are and will continue to be
primarily responsible for the day-to-day management of the Fund's portfolio. As
of November 12, 1998, Current Sub-Adviser has over $3.2 billion of assets under
management.
Day-to-day activities of New Sub-Adviser will be managed by an
Executive Committee that will be comprised of the two regular limited partners
who possess the largest interests of all the regular limited partners in New
Sub-Adviser. The Executive Committee will be responsible for all portfolio and
investment activities of New Sub-Adviser. Initially, Messrs. Davis and Hamilton
will comprise the Executive Committee. The general partner of New Sub-Adviser,
with the concurrence of the Executive Committee, will designate the officers of
New Sub-Adviser, and will also have consent or approval rights on significant
partnership activities. It is contemplated that Messrs. Davis, Hamilton and
Sarff will be appointed as the initial officers of New Sub-Adviser. These
officers will be in charge of all day-to-day matters for New Sub-Adviser.
The agreements leading to the establishment of New Sub-Adviser do not
contemplate any changes in the investment advisory services, or the personnel
providing those services, to the Fund.
AMG/SouthwestGP Holdings, Inc. and AMG/TBC Holdings, Inc. are wholly
owned subsidiaries of Affiliated Managers Group, Inc. ("AMG"). AMG is a
Boston-based holding company which makes equity investments in investment
management firms in which management personnel retain a significant interest in
the profits of the business. As of September 30, 1998, AMG served as general
partner or managing member of ten registered investment advisers (and had a
minority investment in one additional investment advisor), which in the
aggregate manage approximately $50 billion. The day-to-day activities of the
registered investment advisers in which AMG holds an interest are independently
managed by their respective principals, and AMG does not participate in the
investment process of such firms. Under the organizational documents of New
Sub-Adviser, AMG will have no authority to participate in the investment process
at New Sub-Adviser. AMG is a Delaware corporation which has its offices at Two
International Place, Boston, MA 02110.
<PAGE>
New Sub-Adviser's principal executive officers and managers, and their
principal occupations are listed below. Each person's address is 909 Fannin
Street, Suite 550, Houston, Texas 77010.
<TABLE>
<S> <C> <C>
NAME AND ADDRESS POSITION WITH NEW SUB-ADVISER PRINCIPAL OCCUPATION
- ---------------- ----------------------------- --------------------
Jack R. Hamilton Member of Executive Committee; Member of Executive Committee and Regular Limited
Regular Limited Partner Partner of Davis Hamilton Jackson & Associates,
L.P.
Robert C. Davis Member of Executive Committee; Member of Executive Committee and Regular Limited
Regular Limited Partner Partner of Davis Hamilton Jackson & Associates,
L.P.
Alfred Jackson Regular Limited Partner Regular Limited Partner of Davis Hamilton Jackson
& Associates, L.P.
Jeffrey L. Sarff Chief Operating Officer; Regular Chief Operating Officer, Portfolio Manager and
Limited Partner; Regular Limited Partner of Davis Hamilton Jackson
Portfolio Manager & Associates, L.P.
Catherine S. Woodruff Regular Limited Partner; Portfolio Manager and Regular Limited Partner of
Portfolio Manager Davis Hamilton Jackson & Associates, L.P.
J. Patrick Clegg Regular Limited Partner; Portfolio Manager and Regular Limited Partner of
Portfolio Manager Davis Hamilton Jackson & Associates, L.P.
James P. Webb Regular Limited Partner; Director of Marketing and Regular Limited Partner
Director of Marketing of Davis Hamilton Jackson & Associates, L.P.
</TABLE>
EVALUATION BY THE BOARD OF TRUSTEES
On November 17, 1998, the Board of Trustees met and discussed the
proposed transaction and its possible effect on the Trust, the Fund and its
shareholders and evaluated the New Agreement. The Board of Trustees determined
that, by approving the New Agreement on behalf of the Fund, the Fund can best
assure itself that services from Current Sub-Adviser and New Sub-Adviser will be
provided without interruption. The Board of Trustees considered the continuity
of the portfolio management and other personnel and the fact that the New
Agreement and the Current Agreement are substantially identical to be
particularly important in determining whether to approve the New Agreement.
Based upon its review, the Board of Trustees concluded that the New Agreement is
reasonable, fair and in the best interests of the Fund and its shareholders.
Accordingly, after consideration of the above factors, and such other factors
and information it deemed relevant, the Board of Trustees unanimously approved
the New Agreement and voted to recommend its approval by the Fund's
shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL.
<PAGE>
OTHER BUSINESS
Management knows of no other business to be presented at the Meeting.
If any additional matters should be properly presented, it is intended that the
enclosed proxy will be voted in accordance with the judgment of the persons
named in the proxy.
ADDITIONAL INFORMATION
SUBMISSION OF SHAREHOLDER PROPOSALS.
It is anticipated that, following the Meeting, the Fund will not hold
any meetings of shareholders except as required by Federal or Delaware state
law. Shareholders wishing to submit proposals for inclusion in a proxy statement
for a subsequent shareholder meeting should send proposals to the Secretary of
the Trust, D. Blaine Riggle, in care of Forum Administrative Services, LLC, Two
Portland Square, Portland, Maine 04101.
YOU ARE URGED TO FILL IN, DATE AND SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY
By Order of the Board of Trustees,
D. Blaine Riggle
Secretary
<PAGE>
EXHIBIT A
MEMORIAL FUNDS
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of the __st day of ________, 199_, by and among
Memorial Funds, a Delaware business trust, with its principal office and place
of business at Two Portland Square, Portland, Maine 04101, (the "Trust"); Forum
Investment Advisors, LLC, a Delaware limited liability company, with its
principal office and place of business at Two Portland Square, Portland, Maine
04101, (the "Adviser") and Davis Hamilton Jackson & Associates, L.P., a Delaware
limited partnership, with its principal office and place of business at Two
Houston Center, 909 Fannin Street, Suite 550, Houston, Texas 77010 (the
"Subadviser").
WHEREAS, Adviser has entered into an Investment Advisory Agreement
dated the 13th day of March, 1998 and amended the 11th day of September, 1998
("Advisory Agreement") with the Trust;
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended, (the "1940 Act"), as an open-end, management investment
company and may issue its shares of beneficial interest, no par value (the
"Shares"), in separate series;
WHEREAS, pursuant to the Advisory Agreement, and subject to the
direction and control of the Board of Trustees of the Trust (the "Board"), the
Adviser acts as investment adviser for each series of the Trust listed on
Appendix A hereto (each, a "Fund" and, collectively, the "Funds");
WHEREAS, the Trust and Adviser desire to retain the Subadviser to
perform investment advisory services for the Fund and Subadviser is willing to
provide those services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust, the Adviser and the Subadviser hereby
agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust and the Adviser hereby employ Subadviser, subject to the
direction and control of the Board, to manage the investment and reinvestment of
the assets in each Fund and, without limiting the generality of the foregoing,
to provide other services as specified herein. The Subadviser accepts this
employment and agrees to render its services for the compensation set forth
herein.
(b) In connection therewith, the Trust has delivered to the Subadviser
copies of (i) the Trust's Trust Instrument and Bylaws (collectively, as amended
from time to time, "Organic Documents"), (ii) the Trust's Registration
Statement, all exhibits thereto, and all amendments thereto filed with the U.S.
Securities and Exchange Commission ("SEC") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), or the 1940 Act (the "Registration
Statement"), (iii) the Trust's current Prospectuses and Statements of Additional
Information of each Fund (collectively, as currently in effect and as amended or
supplemented, the "Prospectus"), and (iv) all procedures adopted by the Trust
with respect to any Fund (I.E., repurchase agreement procedures), and shall
promptly furnish the Adviser with all amendments of or supplements to the
foregoing. The Trust shall deliver to the Subadviser (x) a certified copy of the
resolution of the Board appointing the Subadviser and authorizing the execution
and delivery of this Agreement, (y) a copy of all proxy statements and related
materials relating to any Fund, and (z) any other documents, materials or
information that the Subadviser shall reasonably request to enable it to perform
its duties pursuant to this Agreement. The Trust shall furnish to the Subadviser
a copy of each amendment of or supplement to the foregoing promptly after the
adoption of each amendment or supplement.
(c) The Subadviser has delivered to the Adviser and the Trust (i) a
copy of its Form ADV as most recently filed with the SEC and (ii) a copy of its
code of ethics complying with the requirements of Rule 17j-1 under
<PAGE>
the 1940 Act (the "Code"). The Subadviser shall promptly furnish the Adviser and
Trust with all amendments of or supplements to the foregoing at least annually.
SECTION 2. DUTIES OF THE TRUST AND ADVISER
(a) In order for the Subadviser to perform the services required by
this Agreement, the Trust and the Adviser (i) shall, cause all service providers
to the Trust to furnish information relating to any Fund to the Subadviser and
assist the Subadviser as may be required and (ii) shall ensure that the
Subadviser has reasonable access to all records and documents maintained by the
Trust, or any service provider to the Trust.
(b) In order for the Subadviser to perform the services required by
this Agreement, the Adviser shall deliver to the Subadviser all material it
provides to the Board in accordance with the Advisory Agreement.
SECTION 3. DUTIES OF THE SUBADVISER
(a) The Subadviser will make decisions with respect to all purchases
and sales of securities and other investment assets in each Fund to the extent
such authority is delegated by the Adviser. To carry out such decisions, the
Subadviser is hereby authorized, as agent and attorney-in-fact for the Trust,
for the account of, at the risk of and in the name of the Trust, to place orders
and issue instructions with respect to those transactions of the Funds. In all
purchases, sales and other transactions in securities and other investments for
the Funds, the Subadviser is authorized to exercise full discretion and act for
the Trust in the same manner and with the same force and effect as the Trust
might or could do with respect to such purchases, sales or other transactions,
as well as with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other transactions.
Consistent with Section 28(e) of the Securities Exchange Act of 1934,
as amended, the Subadviser may allocate brokerage on behalf of the Funds to
broker-dealers who provide research services. The Subadviser may aggregate sales
and purchase orders of the assets of the Funds with similar orders being made
simultaneously for other accounts advised by the Subadviser or its affiliates.
Whenever the Subadviser simultaneously places orders to purchase or sell the
same asset on behalf of a Fund and one or more other accounts advised by the
Subadviser, the orders will be allocated as to price and amount among all such
accounts in a manner believed to be equitable over time to each account.
(b) The Subadviser will report to the Board at each meeting thereof as
requested by the Adviser or the Board all material changes in each Fund since
the prior report, and will also keep the Board informed of important
developments affecting the Trust, the Funds and the Subadviser, and on its own
initiative, will furnish the Board from time to time with such information as
the Subadviser may believe appropriate for this purpose, whether concerning the
individual companies whose securities are included in the Funds' holdings, the
industries in which they engage, the economic, social or political conditions
prevailing in each country in which the Funds maintain investments, or
otherwise. The Subadviser will also furnish the Board with such statistical and
analytical information with respect to investments of the Funds as the
Subadviser may believe appropriate or as the Board reasonably may request. In
making purchases and sales of securities and other investment assets for the
Funds, the Subadviser will bear in mind the policies set from time to time by
the Board as well as the limitations imposed by the Organic Documents and
Registration Statement, the limitations in the 1940 Act, the Securities Act, the
Internal Revenue Code of 1986, as amended, and other applicable laws and the
investment objectives, policies and restrictions of the Funds.
(c) The Subadviser will from time to time employ or associate with such
persons as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Subadviser. No obligation may be incurred on
the Trust's or Adviser's behalf in any such respect.
(d) The Subadviser will report to the Board all material matters
related to the Subadviser. On an annual basis, the Subadviser shall report on
its compliance with its Code to the Adviser and to the Board and upon the
written request of the Adviser or the Trust, the Subadviser shall permit the
Adviser and the Trust, or their
<PAGE>
respective representatives to examine the reports required to be made to the
Subadviser under the Code. The Subadviser will notify the Adviser and the Trust
of any change of control of the Subadviser and any changes in the key personnel
who are either the portfolio manager(s) of the Fund or senior management of the
Subadviser, in each case prior to or promptly after such change.
(e) The Subadviser will maintain records relating to its portfolio
transactions and placing and allocation of brokerage orders as are required to
be maintained by the Trust under the 1940 Act. The Subadviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Subadviser pursuant to this
Agreement required to be prepared and maintained by the Subadviser or the Trust
pursuant to applicable law. To the extent required by law, the books and records
pertaining to the Trust which are in possession of the Subadviser shall be the
property of the Trust. The Subadviser may make and retain for its own use a copy
of such books and records. The Adviser and the Trust, or their respective
representatives, shall have access to such books and records at all times during
the Subadviser's normal business hours. Upon the reasonable request of the
Adviser or the Trust, copies of any such books and records shall be provided
promptly by the Subadviser to the Adviser and the Trust, or their respective
representatives.
(f) The Subadviser will cooperate with each Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to the accountants for the performance of the accountants' duties.
(g) The Subadviser will provide the Funds' custodian and fund
accountant on each business day with such information relating to all
transactions concerning the Funds' assets under the Subadviser's control as the
custodian and fund accountant may reasonably require. In accordance with
procedures adopted by the Board, the Subadviser is responsible for assisting in
the fair valuation of all Fund assets and will use its reasonable efforts to
arrange for the provision of prices from parties who are not affiliated persons
of the Subadviser for each asset for which the Funds' fund accountant does not
obtain prices in the ordinary course of business.
(h) The Subadviser shall authorize and permit any of its directors,
officers and employees who may be elected as Trustees or officers of the Trust
to serve in the capacities in which they are elected.
(i) Except as otherwise agreed to by the Trust, the Adviser and the
Subadviser, during any period in which a Fund invests all (or substantially all)
of its investment assets in a registered, open-end management investment
company, or separate series thereof, in accordance with Section 12(d)(1)(E)
under the 1940 Act, the Subadviser shall have no duties or obligations pursuant
to this Agreement with respect to the Fund.
SECTION 4. COMPENSATION; EXPENSES
(a) In consideration of the foregoing, the Adviser shall pay the
Subadviser, with respect to each Fund, a fee at an annual rate as listed in
Appendix A hereto. Such fees shall be accrued by the Adviser daily and shall be
payable monthly in arrears on the first day of each calendar month for services
performed hereunder during the prior calendar month. If fees begin to accrue in
the middle of a month or if this Agreement terminates before the end of any
month, all fees for the period from that date to the end of that month or from
the beginning of that month to the date of termination, as the case may be,
shall be prorated according to the proportion that the period bears to the full
month in which the effectiveness or termination occurs. Upon the termination of
this Agreement with respect to a Fund, the Adviser shall pay to the Subadviser
such compensation as shall be payable prior to the effective date of
termination.
(b) The Subadviser may agree to waive all or part of its fees by
separate agreement.
(c) No fee shall be payable hereunder with respect to a Fund during any
period in which the Fund invests all (or substantially all) of its investment
assets in a registered, open-end, management investment company, or separate
series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act.
<PAGE>
SECTION 5. STANDARD OF CARE
(a) The Trust and Adviser shall expect of the Subadviser, and the
Subadviser will give the Trust and Adviser the benefit of, the Subadviser's best
judgment and efforts in rendering its services hereunder. The Subadviser shall
not be liable to the Adviser or the Trust hereunder for any mistake of judgment
or in any event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, the Subadviser against
any liability to the Adviser or the Trust to which the Subadviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Subadviser's duties hereunder, or by reason
of the Subadviser's reckless disregard of its obligations and duties hereunder.
(b) The Subadviser shall not be liable to the Adviser or the Trust for
any action taken or failure to act in good faith reliance upon: (i) information,
instructions or requests, whether oral or written, with respect to a Fund that
the Subadviser reasonably believes were made by a duly authorized officer of the
Adviser or the Trust, (ii) the advice of counsel to the Trust, and (iii) any
written instruction or certified copy of any resolution of the Board.
(c) The Subadviser shall not be responsible or liable for any failure
or delay in performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control including, without limitation, acts of civil or military authority,
national emergencies, labor difficulties (other than those related to the
Subadviser's employees), fire, mechanical breakdowns, flood or catastrophe, acts
of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective with respect to a Fund
immediately upon the later of approval by a majority of the Trust's trustees who
are not parties to this Agreement or interested persons of any such party (other
than as trustees of the Trust) and, if required by applicable law, by a vote of
a majority of the outstanding voting securities of the Fund.
(b) This Agreement shall remain in effect with respect to a Fund for a
period of two years from the date of its effectiveness and shall continue in
effect for successive annual periods with respect to the Fund; provided that
such continuance is specifically approved at least annually (i) by the Board or
by the vote of a majority of the outstanding voting securities of the Fund, and,
in either case, (ii) by a majority of the Trust's trustees who are not parties
to this Agreement or interested persons of any such party (other than as
trustees of the Trust); provided further, however, that if the continuation of
this Agreement is not approved as to a Fund, the Subadviser may continue to
render to that Fund the services described herein in the manner and to the
extent permitted by the 1940 Act and the rules and regulations thereunder.
(c) This Agreement may be terminated with respect to a Fund at any
time, without the payment of any penalty, (i) by the Board, by a vote of a
majority of the outstanding voting securities of the Fund or by the Adviser on
60 days' written notice to the Subadviser or (ii) by the Subadviser on 60 days'
written notice to the Trust. This Agreement shall terminate immediately (x) upon
its assignment or (y) upon termination of the Advisory Agreement.
SECTION 7. ACTIVITIES OF THE SUBADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Subadviser's right, or
the right of any of the Subadviser's directors, officers or employees to engage
in any other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, trust, firm, individual or
association.
SECTION 8. REPRESENTATIONS OF SUBADVISER.
<PAGE>
The Subadviser represents and warrants that (i) it is either registered
as an investment adviser under the Investment Advisers Act of 1940, as amended
("Advisers Act") (and will continue to be so registered for so long as this
Agreement remains in effect) or exempt from registration under the Advisers Act,
(ii) is not prohibited by the 1940 Act or the Advisers Act from performing the
services contemplated by this Agreement, (iii) has met, and will seek to
continue to meet for so long as this Agreement remains in effect, any other
applicable federal or state requirements, or the applicable requirements of any
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement, and (iv) will promptly notify the Adviser and
the Trust of the occurrence of any event that would disqualify the Subadviser
from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
SECTION 10. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or of the Funds under this Agreement,
and the Subadviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which the Subadviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the shareholders of
the Funds.
SECTION 11. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by all
parties hereto and approved by the Trust in the manner set forth in Section 6(b)
hereof.
(b) No amendment to this Agreement or the termination of this Agreement
with respect to a Fund shall effect this Agreement as it pertains to any other
Fund, nor shall any such amendment require the vote of the shareholders of any
other Fund.
(c) No party to this Agreement shall be liable to any other party for
consequential damages under any provision of this Agreement.
(d) THIS AGREEMENT SHALL BE GOVERNED BY, AND THE PROVISIONS OF THIS
AGREEMENT SHALL BE CONSTRUED AND INTERPRETED UNDER AND IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF DELAWARE.
(e) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(f) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(g) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(h) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(i) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
<PAGE>
(j) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund are separate and distinct
from the assets and liabilities of any other series of the Trust and that no
Fund or other series of the Trust shall be liable or shall be charged for any
debt, obligation or liability of any other Fund or series, whether arising under
this Agreement or otherwise.
(k) No affiliated person, employee, agent, director, officer or manager
of the Subadviser shall be liable at law or in equity for the Subadviser's
obligations under this Agreement.
(l) The terms "vote of a majority of the outstanding voting
securities", "interested person", "affiliated person", "control" and
"assignment" shall have the meanings ascribed thereto in the 1940 Act.
(m) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
MEMORIAL FUNDS
By:______________________________________
Christopher W. Hamm, President
FORUM INVESTMENT ADVISORS, LLC
By:______________________________________
Mark Kaplan, Managing Director
DAVIS HAMILTON JACKSON & ASSOCIATES, L.P.
By:______________________________________
Name:
Officer:
<PAGE>
MEMORIAL FUNDS
INVESTMENT SUB-ADVISORY AGREEMENT
Appendix A
FEE AS A % OF THE ANNUAL
FUND OF THE TRUST AVERAGE DAILY NET ASSETS OF THE FUND
Growth Equity Fund 0.30%
<PAGE>
THE MEMORIAL FUNDS
Growth Equity Fund
TWO PORTLAND SQUARE
PORTLAND, MAINE 04101
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the undersigned appoints D. Blaine Riggle,
Thomas G. Sheehan and David I. Goldstein (or, if only one shall act, that one)
proxies with the power of substitution to vote all of the shares of Growth
Equity Fund (the "Fund"), a series of The Memorial Funds (the "Trust"),
registered in the name of the undersigned at the Special Meeting of Shareholders
of the Fund to be held at the offices of Forum Administrative Services, LLC, Two
Portland Square, Portland, Maine 04101, on December 21, 1998, at 10:00 a.m.
(Eastern Standard Time), and at any adjournment or adjournments thereof.
The shares of beneficial interest represented by this Proxy will be voted in
accordance with the instructions given by the undersigned below. IF NO
INSTRUCTIONS ARE GIVEN, SUCH SHARES WILL BE VOTED FOR THE PROPOSAL SET FORTH
BELOW. The Trust has proposed the Proposal. The Board of Trustees recommends
voting FOR the Proposal.
PROPOSAL: To approve a new Investment Sub-Advisory Agreement between
the Trust, Forum Investment Advisors, LLC and Davis Hamilton Jackson &
Associates, L.P., a newly-formed Delaware Limited Partnership.
FOR _____ AGAINST _____ ABSTAIN _____
(NOTE: Checking the box labeled ABSTAIN will result in the shares covered by the
Proxy being treated as if they were voted AGAINST the proposal.) Receipt is
acknowledged of the Notice and Proxy Statement for the Special Meeting of
Shareholders to be held on December 21, 1998. PLEASE SIGN AND DATE THIS PROXY IN
THE SPACE PROVIDED. Execution by shareholders who are not individuals must be
made by an authorized signatory. Executors, administrators, trustees, guardians
and others signing in a representative capacity should give their full title as
such.
__________________________________________________________ ______________
Authorized Signature Date
__________________________________________________________ ______________
Printed Name (and Title if Applicable) Date
__________________________________________________________ ______________
Authorized Signature (Joint Investor or Second Signatory) Date
__________________________________________________________ ______________
Printed Name (and Title if Applicable) Date